Frost Brown Todd (FBT) Is Well Positioned to Counsel Businesses on SALT Matters and Incentives Based Projects

STATE AND LOCAL TAX (SALT) There are very few areas in the law that can affect the bottom-line like state and local taxes. Frost Brown Todd (FBT) is well positioned to counsel businesses on SALT matters and incentives based projects. We have a team of tax professionals with the experience and relationships necessary to look beyond a simple problem analysis—offering our clients creative and innovative solutions to match specific Inside Experience business situations. Our team knows how tax and revenue departments work from the inside, with some of our team members coming from SALT Practice Highlights governmental positions before entering private practice. »» Represented hundreds of business taxpayers in countless forums in SALT controversies.

Strong Advocacy »» Advised clients on wide range of tax credits for various types of taxes. Our team partners with CivicPoint, a subsidiary of FBT. CivicPoint is a full-service public affairs »» Established foreign trade zone for manufacturing facilities and warehouse/distribution centers firm that allows businesses, trade associations, to lower property tax liability. and non-governmental organizations to work »» Obtained rulings from State and Local Governments on multiple areas of law, including to allow successfully in conjunction with state and local taxpayers use of alternative apportionment formula for corporation income tax purposes. governments in Tennessee, Kentucky, Ohio, Indiana, and West Virginia. CivicPoint provides »» Structured and obtained recycling income tax credits for OEMs and Tier suppliers. clients with the services and confidence to support all aspects of government »» Represented a national food products company in structuring and documenting local tax relations, from launching major initiatives to benefits for a major expansion of its West Coast operation. procurement and executive branch lobbying, to »» Represented a publicly traded taxpayer in a significant tax refund dispute concerning the strategic public affairs counsel. Ohio CAT (Commercial Activities Tax) and how same applies to drop shipped or third-party intermediary related transactions. Multi-Jurisdiction Because of our clients’ growth, we have »» Favorably resolved several multi-year tangible personal property tax disputes, audits, protests substantial experience in taxation in virtually and court cases, all relating to taxpayers’ utilization of non-traditional or alternative valuation every state, including our eight-state methods versus the standard, less favorable depreciation based concepts utilized by the State. footprint. This allows our attorneys to analyze and recommend the best possible solutions »» Represented a publicly traded, automotive industry taxpayer in a significant sales and use tax based upon similarities and differences dispute/protest concerning an amount at issue in excess of $32M, a dispute which addressed between taxing jurisdictions. a multitude of issues traditionally facing production and manufacturing-type industries.

Bottom-Line Planning »» Represented several manufacturing taxpayers in high dollar energy related sales tax disputes. We help clients minimize their state and local tax exposure using tried and true methods to cutting-edge techniques. Our attorneys routinely attend and instruct at continuing legal education seminars, monitor legislation and look for ways to turn the latest developments into advantages for our clients. + Cooperation 30 We often partner with a client’s existing advisors, including legal, accounting and FBT TAX financial advisors and in-house personnel ATTORNEYS to make sure that matters are handled seamlessly, efficiently and with minimal business interruption.

frostbrowntodd.com Indiana | Kentucky | Ohio | Pennsylvania | Tennessee | Texas | Virginia | West Virginia THIS IS AN ADVERTISEMENT. ©2017 Frost Brown Todd LLC All rights reserved. TAX LAW Our Tax Law Practice Group offers clients advice and assistance in a wide range FBT TAX TEAM of international, federal, state and local tax matters, from transactional and Joseph L. Ardery | Member operational issues to dispute resolution with taxing authorities in administrative as [email protected] | 502.568.0272 well as judicial forums, and incentives matters as well. Jennifer Y. Barber | Member [email protected] | 502.779.8154 With decades of hands-on experience, our Tax Law Practice Group possesses an in-depth understanding of income and other tax laws and has a firm commitment J. Christopher Coffman | Member [email protected] | 502.568.0373 to staying abreast of the frequently changing laws, regulations, rulings and judicial decisions that govern our tax system. This combination allows us to assure that Jeffrey S. Dible | Member [email protected] | 317.237.3811 our clients pay the correct amount of tax while retaining amounts that rightfully belong to them. Scott W. Dolson | Member [email protected] | 502.568.0203 Samuel G. Graber | Member Economic Incentives [email protected] | 502.568.0248 »» Secured one of the largest per-job economic incentives packages ever awarded in Kentucky for a Jeremy A. Hayden | Member manufacturing taxpayer reinvesting in its Kentucky plant; additionally, secured a Ruling from the [email protected] | 513.651.6912 Department of Revenue to enable maximum utilization of credits by allowing the credits to flow to Martin E. Mooney | Member taxpayer’s parent corporation. [email protected] | 513.651.6979 »» Represented a Fortune 50 company in securing tax abatements for a web hosting facility through Daniel P. Novakov | Member a taxable bond issue in a central state. [email protected] | 214.580.5840 Samuel M. Scoggins | Member »» Represented a national securities brokerage firm in securing property tax abatements through a [email protected] | 513.651.6903 taxable bond issue and structuring the transaction to accommodate off-balance sheet financing, in addition to job training grants for a national operation center in a central state. Mark F. Sommer | Team Leader & Member [email protected] | 502.779.8150 »» Represented a major middle market company in securing local tax abatements and state job training grant and other tax credits for an ice-cream processing facility in a mountain state. Robert C. Webb | Member [email protected] | 502.568.0313 » Represented a Fortune 100 company in reviewing and providing legal advice to avert the » Daniel G. Mudd | Managing Associate assessment of tax penalties in connection with non-compliance with an enterprise zone [email protected] | 502.779.8148 agreement in a midwestern state. Benjamin W. Hager | Senior Associate »» Represented a major national association bank to secure TIF bond financing and state [email protected] | 513.651.6847 incentives for development of a major data processing facility on a brownfield site in a western Joseph D. Stewart-Pirone | Senior Associate state. [email protected] | 513.651.6425 Tax Disputes Nathan S. Harris | Senior Associate [email protected] | 615.251.5578 »» Tax Controversy and Litigation support in SALT matters ranging from sales tax to tobacco tax, and Rachael High Chamberlain | Associate all areas in between, at all administrative levels and judicial levels in our footprint. [email protected] | 859.244.3249 »» Our Federal Tax Controversy and Litigation practice is equally deep and broad, involving us in Javan A. Kline | Attorney matters at the IRS and other federal agencies, and on into the Federal Court System, including [email protected] | 513.651.6892 the US Tax Court. Sally S. Spielvogel | Attorney Tax Planning [email protected] | 859.244.3269 Ann-Marie Hallett | Sr. Tax Paralegal »» Structured mergers, acquisitions and divestitures to optimize federal income tax benefits from [email protected] | 502.779.8149 both the purchaser and seller prospective. Lisa M. Schultz | Sr. Tax Professional »» Day-to-day counseling on SALT matters and questions for buisnesses, from Fortune 10 to [email protected] | 502.779.8145 “mom and pop.”

Joe Jeremy Javan Stewart-Pirone Hayden Kline

Ohio Commercial Activity Tax (CAT) Mergers & Acquisitions … State Ohio CAT…Common Audit Issues Situsing: Traps and Opportunities Tax Planning, Traps and Recent Including ‘Agency Exclusion’ Tuesday, January 24, 2017 Developments Wednesday, January 25, 2017 1:45 p.m. to 2:45 p.m. Tuesday, January 24, 2017 2:00 p.m. to 3:00 p.m. Practical insights from recent Ohio decisions 3:00 p.m. to 4:00 p.m. Common audit focus areas. Recent and noteworthy controversies. Incorporating State tax aspects. Planning & structuring developments in CAT agency exclusion. Ohio CAT at the right stages of your M&A transactions (post-Corrigan; Ohio Practical tips and insights. business planning and implementation Small Business Deduction; Qualified processes. Rules governing situsing of Small Business Stock under IRC Javan Kline, Attorney, Frost Brown Todd receipts from sales of tangible personal 1202). Transactional tax & income tax LLC; Benjamin Waterman, Legal Counsel property, services, and intellectual property. consequences and transactional traps to & Darren Miller, Audit Manager, Ohio Tips to prepare for and navigate audits, avoid. Practical due diligence and best Department of Taxation and Kevin Zins, Tax refund claims, petitions for reassessment, practices. Recent developments in business Partner & Geoffrey Frazier, Tax Director, and appeals to the Board of Tax Appeals. & non-business income. Grant Thornton LLP

Joe Stewart-Pirone, Senior Associate, Jeremy Hayden, Member & Practice Frost Brown Todd LLC; Dean Stork, Group Leader, Frost Brown Todd LLC; Joel State and Local Tax Manager, Lexmark Pangborn IV, General Tax Counsel, CSX International, Inc.; W. Matt McCord, Director, Transportation, Inc. and Cary Hines, Partner, State Income Tax, DuCharme, McMillen & Tax, BKD LLP Associates

frostbrowntodd.com Indiana | Kentucky | Ohio | Pennsylvania | Tennessee | Texas | Virginia | West Virginia THIS IS AN ADVERTISEMENT. ©2017 Frost Brown Todd LLC All rights reserved. CORE PRACTICES & SERVICE AREAS THE FIRM Business Advertising & Media Law Bankruptcy & Restructuring at a glance Capital Transactions & Governance Employee Benefits Frost Brown Todd (FBT) is a full-service law Entrepreneurial Business Services firm with offices in Indiana, Kentucky, Ohio, Estates, Trusts & Wills Pennsylvania, Tennessee, Texas, Virginia and West Franchise & Distribution Virginia. With over 500 lawyers across our eight- Health Law Intellectual Property state footprint, FBT offers a deep, talented roster of International Services legal professionals. Our services extend beyond our Lending & Commercial Services footprint, as we have attorneys licensed to practice Mergers & Acquisitions law in 25 states and the District of Columbia. Our Public Finance Real Estate attorneys serve a diverse client base, from global Regulated Business multinationals to small, entrepreneurial companies. Tax We integrate a powerful network of legal talent and business experience to provide our clients with Litigation innovative and comprehensive services. Appellate Business Litigation Construction Environmental Government Services INDIANA Insurance & Tort Defense Indianapolis Labor & Employment Product Liability & Mass Tort KENTUCKY Florence Lexington Louisville Focused Legal Services OHIO Our attorneys advise and protect you in business Cincinnati transactions and litigation in industries including automotive, Columbus construction, energy, financial services, food and beverage, West Chester health care, technology, insurance, manufacturing, real estate and transportation. We deliver sound legal counsel, PENNSYLVANIA responsive service, concise communications and efficient Pittsburgh representation. TENNESSEE Nashville Diversity & Inclusion Our program is constantly evolving to build a more vibrant TEXAS and creative law firm for our employees, clients and Dallas communities. Our focus on inclusion extends beyond the VIRGINIA firm. It includes partnering with our clients on unique Ashland (Richmond Area) programs to help them achieve their diversity and inclusion goals. It includes leading the way on numerous pipeline WEST VIRGINIA programs as well as investing in regional and national Charleston initiatives in our communities and beyond.